This section is from the book "The Law Of Contracts", by William Herbert Page. Also available from Amazon: Commercial Contracts: A Practical Guide to Deals, Contracts, Agreements and Promises.
An important difference between contracts of public agents and contracts of private agents is in the construction of liability intended to be assumed. We have seen that in contracts of private agents the mere addition of the official capacity to the signature does not prevent personal liability from being imposed on the agent, and it does not prevent the contract from being treated as his personally.1 In contracts of public officers or agents there is an unfortunate lack of harmony upon the question of the nature of the liability assumed by such public officer or agent. In most jurisdictions there is a very strong tendency to hold that the contract of a public officer or agent does not impose a personal liability upon him and that it binds the corporation if he has power to make such contract on its behalf, although the language which is used may be language which would have imposed a personal liability upon a private agent.2 A lease made to a city, signed by the mayor individually and sealed with his seal, is the contract of the city and not of the mayor personally.3 So an appeal bond purporting to be the obligation of the city, but signed by the mayor and the clerk with their official titles added to their names, is valid as the obligation of the city.4 An order directed to a township clerk, directing him to make a specified payment out of township funds and signed "A, B, C, trustees," does not impose personal liability on A, B and C.5 A check which is signed by an officer with the addition of the letters "T. C," is held not to be the personal check of the drawer, the words "T. C." being shown to mean tax collector.6 So a contract beginning, "We, trustees," and promising to repay "money borrowed to build" a certain schoolhouse, signed individually, imposes no personal liability.7 A contract which purports to be the contract of" A, B and C * * * members of the township committee * * * and their successors," and which is signed, "A, B and C," is held not to impose any personal liability upon A, B and C.8 A contract which purports to be the contract of "A, township trustee of X Township," does not impose a personal liability upon A.9 A contract which is signed, "A, collector," does not show conclusively that no personal liability was intended, but such contract is ambiguous and A's liability depends upon the real intention of the parties.10
13 Armstrong v. Kirkpatrick, 79 Sec. nd. 627.Sec.
14 Simpson v. Garland, 72 Me. 40, 39 Am. Rep. 297.
15 Towers v. Cattle Co., 83 Minn. 243, 86 N. W. 88.
16Healey v. Story, 3 Exch. 3; Trask v. Roberts, 40 Ky, (1 B. Mon.) 201.
17 Hitchcock v. Buchanan, 105 U. S. 416, 26 L. ed. 1078; Hager v. Rice, 4 Colo. 90, 34 Am. Rep. 68.
18Slawson v. Loring, 87 Mass. (5 All.) 340, 81 Am. Dec. 750. (Where the draft was signed "A, Agt." and acepted by "B, agent.")
1 See Sec. 2092 et seq.
In some jurisdictions, however, the principles of personal liability which are ordinarily applied to private agents are applied to public officers and agents.11 A contract for work upon a schoolhouse, which is signed, "A, B, committee," has been held to impose a personal liability upon A and B.12 A reward offered by "A, B, C, selectmen of Milton," imposes personal liability on such signers.13 A contract which begins, "We, the undersigned members of the board of directors," and which contains a condition, "provided a majority of said board signs the agreement," has been held to impose a personal liability upon the members of the board who sign such contract.14 A contract for the purchase of school supplies, which contains the words, "for which we agroe to pay," and which is signed by the officers of the school district without any designation of their official capacity, has been said to impose no liability upon such officers if they had power to issue the warrant for the goods thus purchased.15
2 Indiana. Sparta School Township v. Mendell, 138 Ind. 188, 37 N. E. 604.
Kansas. Hupe v. Sommer, 88 Kan. 561, 43 L. R. A. (N.S.) 565, 129 Pac. 136.
Kentucky. Mingo v. Colored School District, 113 Ky. 475, 68 S. W. 483.
New Jersey. Knight v. Clark, 48 N. J. L. 22, 57 Am. Rep. 534, 2 Atl. 780.
3 Chicago v. Peck, 196 111. 260, 63 N. E. 711 raffirming, 98 111. App. 434].
4Fon du Lac v. Atto, 113 Wis. 39, 90 Am. St. Rep. 830, 88 N. W. 917.
Willett v. Young, 82 la. 292, 11 L. R. A. 115, 47 N. W. 990.
6 State v. Jahraus, 117 La. 286, 116 Am. St. Rep. 208, 41 So. 575.
7 Warford v. Temple (Ky.), 73 S. W. 1023.
8 Knight v. Clark, 48 N. J. L. 22, 57 Am. Rep. 534, 2 Atl. 780.
9 Sparta School District v. Mendell, 138 Ind. 188, 37 N. E. 604.
10 Rogers v. French, 214 Mass. 337, 101 N. E. 988.
11 Anderson v. Pearce, 36 Ark. 293, 38 Am. Rep. 39; Western Publishing House v. Murdick, 4 S. D. 207, 21 L-R. A. 671, 56 N. W. 120.
12 Anderson v. Pearce, 36 Ark. 293 38 Am. Rep. 39.
13 Brown v. Bradlee, 156 Mass. 28, 32 Am. St. Rep. 430, 15 L. R. A. 509, 30 N. E. 85.
14 Western Publishing House v. District Township, 84 Ia. 101, 50 N. W. 551 (obiter, as the real point to the decision was that the contract was not binding upon the township). Western Publishing House v. Murdick, 4 S. D. 207, 21 L. R. A. 671, 56 N. W. 120 15 State Bank v. Kienberger, 140 Wis. 517, 122 N. W. 1132. (Personal liability existed in this case, however, as no authority to issue such warrant existed.)